12^th February 2024

The customer's attention is drawn in particular to the provisions of clause 10.

1. Interpretation

   1. Definitions:
      Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
      Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
      Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
      Customer: the person or firm who purchases the Goods from the Supplier.
      Delivery Location: has the meaning given in clause 4.2.
      Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
      Goods: the goods (or any part of them) set out in the Order.
      Order: The Customer's order for the Goods.
      Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
      Supplier: MMC Hardmetal UK Limited (registered in England and Wales with company number 00897899 .
   2. Interpretation:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      2. A reference to a party includes its personal representatives, successors and permitted assigns.
      3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      5. A reference to writing or written includes fax and email .

2. Basis of contract

   1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
   3. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
   4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
   5. Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
   6. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

3. Goods

   1. The Goods are described in the Supplier's catalogue or the Specification.
   2. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract.
   3. The Supplier reserves the right to amend the specification of the Goods or the Specification if required by any applicable statutory or regulatory requirements.

4. Delivery

   1. The Supplier shall ensure that:
      • each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
   2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
   3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
   4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   5. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   6. If the Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
      
      • delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
      • the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
   7. If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
   8. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality

   1. 5.1 The Supplier warrants that on delivery, and for the period as notified to the Customer (warranty period),] the Goods shall:
      
      • conform in all material respects with their description and any applicable Specification; and
      • be free from material defects in design, material and workmanship; and
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      • be fit for any purpose held out by the Supplier.
   2. Subject to clause 5.3, if:
      • the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
      • the Supplier is given a reasonable opportunity of examining such Goods; and
      • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier’s cost,

      the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

   3. The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
      
      • the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
      • the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
      • the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
      • the Customer alters or repairs such Goods without the written consent of the Supplier;
      • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      • the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
   5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
   6. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and risk

   1. The risk in the Goods shall pass to the Customer on completion of delivery.
   2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
   3. Until title to the Goods has passed to the Customer, the Customer shall:
      
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      • notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and
      • give the Supplier such information relating to the Goods as the Supplier may require from time to time.
   4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
      
      • [it does so as principal and not as the Supplier’s agent; and
      • title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
   5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), then, without limiting any other right or remedy the Supplier may have:
      
      • the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
      • the Supplier may at any time:
        • require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
        • if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Price and payment

   1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
   2. The price of the Goods:
      • excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      • excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
   3. The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
   4. The Customer shall pay each invoice submitted by the Supplier:
      
      • within 30 days of the date of the invoice or receipt of the Goods, whichever is the latter or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
      • in full and in cleared funds to a bank account nominated in writing by the Supplier, and

      time for payment shall be of the essence of the Contract.

   5. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 9 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
   6. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Limitation of liability

    

    

    

1. The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
   
   • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
   • fraud or fraudulent misrepresentation;
   • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
   • defective products under the Consumer Protection Act 1987.
3. Subject to clause 8.2, the Supplier's total liability to the Customer shall not exceed the total costs of the Goods as set out in the Order
4. Subject to clause 8.2, the following types of loss are wholly excluded:
   
   • loss of profits;
   • loss of sales or business;
   • loss of agreements or contracts;
   • loss of anticipated savings;
   • loss of use or corruption of software, data or information;
   • loss of or damage to goodwill; and
   • indirect or consequential loss.
   • the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
   • the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed of the price of the Goods.
5. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
6. This clause 8 shall survive termination of the Contract.

MMC HARDMETAL U.K. LTD.
Mitsubishi House | Galena Close | Tamworth | Staffs. B77 4AS
+ 44 1827 312312 | Fax + 44 1827 312314
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